Letter to Shareholders, page-42

Hi Belkin

I have just read again the "Voting exclusion for Resolution 4" at page 4 of the Amended Notice of AGM and had a quick look at the Corporations Act which makes clear that if Peter van der Made was still a Director he would have to consider before casting his vote as a shareholder whether he was in a position of conflict likely to prejudice the rights of the shareholders of the company generally were he to exercise his right to vote personally either for or against these resolutions.

It would seem that if he came to the conclusion he was conflicted his votes would not be lost as he would be entitled in such circumstances to give his proxy to the Chairman of the Board to exercise as the Chairman of the Board thought fit. In the present case as the Chairman has advised that he will exercise any undirected proxies in favour of the resolution that Peter van der Made's shares would be counted in favour of the resolution

In the present case however as Peter van der Made is no longer a director on my research he would not be, on the information available, an associate of Louis DiNardo under part (a) and would not receive any benefit except a benefit solely in his capacity as a holder of Shares under part (b) and would therefore be entitled to vote personally or give his proxy to the Chairman with a direction as to how to vote under part (d).

I have not been able to find any statutory exclusion to prevent his exercising his normal rights as a shareholder now that he is no longer a member of the Board.

There is an issue surrounding the question of whether as an employee of the Company he is the subject of undue influence at the hands of the CEO however this is a judgement call to be made on a case by case basis and given Peter van der Made's large shareholding and intrinsic value to the company it in my opinion would not arise. On any reasonable view he would be seen at least the equal of the CEO and in fact perhaps more likely to be able to influence the CEO than the other way around.

I hope if anyone on here is aware of specific authority against the above that they will let us know as soon as possible.


















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